Spider-Man Teenage Mutant Ninja Warriors
by Celgress
Summary: Spider-Man and the Ninja Turtles team up to save the World from Shredder and the Green Goblin, co-authored by CMR Rosa. *STORY SUSPENDED*
1. Chapter 1

Disclaimer I do not own Spider-Man or Ninja Turtles. All associated concepts are copyrighted by third parties.

All original characters and concepts are copyright Celgress.

Spider-Man: Teenage Mutant Ninja Warriors – Prologue: Being Different

By

Celgress and CMR Rosa

_Peter's Story_

_Six months has it really been that long since my life changed forever, again? It seems like yesterday. I was just your average teenage science geek living in Queens along with my Uncle, Aunt and annoying younger sister Teresa. Until then the only extraordinary thing about me, if you'd term it such, was the mysterious fate of my parents. _

_We came to live with our paternal Uncle Ben and Aunt May following the disappearance of our parents nine years ago when I was six and Teresa was one._ _Our parents had been working for an upstart tech company called Oscorp Industries on some super-secret project at the time. I'm sure you've heard of Oscorp, after all who hasn't? In the years since my parents went missing Oscop has grown into one of the top five tech firms in the country if not the world; through their revolutionary development of next gen integrated computer processors, independent problem solving AI robotics and cutting edge bio-medicine. Years later when I was twelve I discovered a faded, navy blue satchel embossed with the corporate logo of Oscorp, a metallic circle with a break in it near the bottom, amongst a box full of my parents belongings in our attic. It contained mostly old photographs and papers filled with random scribbling. There was however one old thing present; a manila folder labeled "TOP SECRET" in bright red letters. I couldn't read the contents inside. Everything was written in a type of code. Periodically I've attempt to decipher the language, code or whatever it is for the past three years without success. Whatever the symbolic system utilized is it seemingly has no parallel that I can find. Once or twice I've briefly entertained the ridicules notion the system is of extra-terrestrial origins. Trying to make heads or tails of the symbols employed has proven beyond frustrating, this coming from a guy who loves encryption algorithms and dead languages alike. If the folder wasn't my only link to the fate of my parents I'd have given on it up long ago._

_My best male friend Harry is actually the son of Oscorp founder and CEO Norman Osborn, go figure. Harry is a great guy though his father pushes him way too hard in my opinion. I've only had the pleasure of meting Norman Osborn a handful of times, but the guy comes across as a major overachiever. A trait he eagerly projects on his son. Poor Harry can do nothing right in his father's eyes. Norman Osborn likes me for some strange reason, holding my love of science and corresponding high grades in high esteem. I've yet to broach the subject of my parents with either Osborn. I doubt I ever will. I can't see it doing any good. Harry being my age wouldn't be equipped to answer my questions and I strongly doubt Norman would provide answers. The guy lives, breathes and sleeps his company. I sense Norman would never do anything that could compromise Oscorp in anyway. Harry once told me his dad has been single-mindedly devoted to the company since the death of Harry's mother._

_My best female friend is Gwen Stacy. She is the unorthodox, spunky daughter of NYC police captain George Stacy. Gwen is one tough cookie. I first met Gwen when she pulled a knife on local knucklehead Flash Thompson and his sycophant cronies when they tried to beat the crap out of my in front of my frantic sister while we were strolling through Central Park. The incident occurred because I answered a math question intended for Flash's equally dimwitted buddy Kenny "Kong" MacFarlane. Once Teresa and I overcame our fear of this aggressive punk girl the three of us became fast friends. It turned out beneath her heavy makeup and pink highlighted hair Gwen is nearly as smart as I am. The three of us have been inseparable ever since._

_A visit to Oscorp six months ago changed my life once more, odd how the company keeps intruding on my existing. Almost makes a guy believe in fate like my head in the clouds sister does. While touring the corridors of the massive complex that forms Oscorp headquarters during a field trip in September I was bitten by an escaped, genetically enhanced spider. At the time I thought nothing of the incident, shrugging it of as one of those things. The next few days I was deathly ill. My Uncle and Aunt considered taking me to the hospital several times. Keeping the incident at Oscorp secret I assured them I would be fine. It was only an early season case of the flue I said. I'd be okay in a couple days. A week later, three school days and most of that weekend, I recovered none the worse for ware or so I thought. I soon discovered the spider's bite had done more than make me sick it had somehow altered me, rewriting my DNA. I soon development amazing powers analogues to those of your typical arachnid. Creating a new identity I donned a red and blue costume, inspired in part by the unusual color scheme of the arthropod that'd bestowed my spectacular abilities, complete with face mask. I christened myself Spider-Man. _

_At first my motivation was nothing more than making a quick buck. I entered myself in an MMA fight at Madison Square Garden. I won the bout handily, in spite of having no formal training. However the promoter ripped me off refusing to hand over the cash saying I'd created. I later returned the favor when I came back half in half an hour planning on giving the sleaze ball a piece of my mind. I saw the guy being held up by a gang of local thugs known as the Purple Dragons. The Dragons were led by an extra-large, blonde hair goon going by the alias Hun. I remember watching passively as Hun and his troops worked over the promoter. The guy was desperately begging me for assistance. I ignored his pleas figuring it wasn't my problem. I spent the remainder of that evening moping around feeling angry I'd been ripped off. Packing away my suit I slowly headed home. When I finally arrived there were police cars everywhere. Aunt May and Teresa were in tears. Uncle Ben had been carjacked and murdered by the Purple Dragons while out searching for me. I had forgotten to turn on my smart phone after the match. I felt terrible. _

_Vowing I'd bring Uncle Ben's killers to justice Spider-Man became a crime fighter. While I've taken plenty of dangerous offenders off the streets over the past six months, I have yet to collar any Purple Dragon members. Word on the street is their protected by a larger, more powerful group a shadowy organization known only as the Foot. Allies or no allies I'll bring them down no matter what it takes. I owe Uncle Ben that much._

_Splinter's Story_

_I hope I have provided my young pupils adequate training. I am painfully aware they will be feared and mistrusted if not outright hated by the world above. I never thought I would be a father. I started life as a simple brown rat the personal pet of Japanese ninja master Hamato Yoshi, last of the honorable Foot Clan. He named me Splinter because of my affinity for wood products. My days were spent in relative luxury mimicking the movements of my master, giving me a nearly unparalleled knowledge of Ninjutsu. I was happy living with Master Yoshi and his family consisting of his wife and young daughter. One day an American businessman came. He convinced Master Yoshi the ancient scrolls in Yoshi's possession could be turned into great wealth. The American businessman contented the knowledge contained within the scrolls was priceless. Being all but penniless Master Yoshi followed the stranger's advice. Soon we had relocated to New York City in America. Where we enjoyed a degree of wealth far in excess of what we had known in Japan. All did not remain well for long. One day shortly after our arrival Master Yoshi told his wife we must flee our new home, an upscale apartment, the following day. Master Yoshi stated he had been deceived by the American businessman, that the man desired power at the cost of all else. The American planned on freeing a powerful demon named Ch'rell the Shredder from his imprisonment in another realm. That night before we could leave the American businessman along with several other men dressed in various articles of purple showed up. Right away I could tell these were bad men, I coward in my cage watching as the American businessman and Master Yoshi argued fiercely. The American businessman and his associates attacked Master Yoshi. Using the distracted tragically provided by his crying daughter and screaming wife they subdued Master Yoshi stealing the scrolls they left our home after setting it ablaze, but not before slaughtering my family. In the confusion my wicker cage was knocked over taking the chance I escaped the building through an open window moments before flames engulfed the apartment._

_I spent the next year eking out a miserable existence on the streets. I was cold, wet, and hungry. When winter came I retreated underground into the sewers seeking warmth. One day while scavenging for food in a storm drain I came across four discarded turtles. The small reptiles were swimming around in a pool of strange translucent, green chemicals. The slime had apparently originated from a shattered, glass canister, the remains of which lay scattered everywhere. On the largest chunk was printed a silver colored circle with a gap in the bottom. _

_Gathering the turtles into a coffee can I cleaned off the substance as best I could. In spite of my best efforts I became covered in the gelatinous ooze. A day later I found myself dramatically changed. The four baby turtles had also been changed. We were now human animal hybrids. Though altered substantially I knew the infants, like any children, couldn't survive without extensive care. Feeling I had little choice I adopted them as my own._

_Over the next fifteen years I diligently preformed both the duties of loving father and instructor. Many interesting, useful items, including books on a variety of subjects, are discarded in the sewers. Using these materials I built a home for my new family, such as I could. I named the four Turtles after my favorite Western philosophers; Leonardo, Donatello, Michelangelo and Raphael. _

_Initially so they could defend themselves I trained them in the art of Ninjutsu. However overtime it became painfully obvious that the world above was full of cruelty and injustice. Using their skills my sons have become crime fighters. Their first outing happened entirely by accident they came across a mugging while awaiting a pizza delivery, having become fond of the Italian dish when I found several discarded pizzas near a manhole one day. Making quick work of the attackers my sons were filled with an intense sense of pride. Soon unable to curtail my sons' above ground actives, I instead embraced them. _

_I know someday soon our existence will be learned by the world above. It is inevitable. I only hope when the day arrives we shall be ready._

_To Be Continued_

**Footnote original concept by co-author CMR Rosa. CMR Rosa also provided invaluable assistance with story development.**

**Teresa Parker is based upon a semi-Canonical character that appeared in the Spider-Man graphic novel: Family Business. Teresa was supposedly born to CIA agents Richard and Mary Parker, Peter Parker's long dead parents, sometime after Peter a fact she claimed that she only recently learned.**


	2. Chapter 2

Disclaimer I do not own Spider-Man or Ninja Turtles. All associated concepts are copyrighted by third parties.

All original characters and concepts are copyright Celgress.

Spider-Man: Teenage Mutant Ninja Warriors – Episode One: Strange Bedfellows

By

Celgress and CMR Rosa

"How do I keep getting myself into these messes?" Fifteen year old Peter Parker muttered running through the sewer tunnel a group of black &amp; grey clad Ninja, Ninja of all things, in hot pursuit. Peter thought back to how the events of that day, a Wednesday, had started so innocently.

It had been a typical school day. Star quarterback Flash Thompson had made Peter's life hell before and after gym class. For unknown reasons Flash has hated Peter's guts ever since they met in preschool. Somehow things had recently gotten worse between the two. To help his Aunt May hold together the household Peter had taken on a series of part time jobs including tutoring his fellow students who are struggling academically, one of these students happened to be Flash's girlfriend cheerleader Liz Allen. Becoming intensely jealous Flash had doubled his campaign of persecution against Peter.

Amongst Flash's gang of jocks only Hobie Brown threated Peter and his friends as anything better than dirt beneath his feet. Hobie was a walking contradiction. On the one hand he hung out with a bad crowd who were nothing more than glorified bullies on the other hand rumor had it he mentored at risk primary school kids and spent his weekends helping out around his crime ridden neighborhood. In recent months Hobie had proven a life saver by turning Flash's increasing wrath away from Peter and his friends whenever possible.

After spending every free moment with his two best friends, well his only close friends actually, Harry Osborn and Gwen Stacy. Peter arrived at the Bugle Building when school ended for the day. Peter wished he could have spent more time with Gwen and Harry, especially Harry who had only returned that summer after spending their entire middle school careers at a stuffy private institution in Europe, alas duty called. Spending time outside of school with Harry and Gwen could wait helping Aunt May making ends meet couldn't. Since Uncle Ben's death she'd be the sole provider for Peter and his sister Teresa. Obligation before pleasure was a lesson Peter had learned the hard way six months before.

Bugle Media was one of the largest news outlets on the East Coast reaching over one hundred million people and employing over ten thousand. The company was the brainchild of the tough talking J. Jonah Jameson. Forty years ago Jameson had taken over a failing local newspaper with low circulation. Via his business savvy, cutthroat tactics, ability to generated compelling headlines and sheer determination Jameson had turned Bugle Media into the juggernaut it was today.

Peter had been lucky enough to impress assistant president in charge of media development Ned Leeds with his action packed photographs of the latest superhero to grace New York City Spider-Man. Leeds had offered Peter an entry level photographer position with Bugle Media based upon Peter's unbelievable Spider-Man themed photographs two months ago which Peter graciously accepted. Granted Peter had an unfair advantage where the wall crawler was concerned but what others didn't know wouldn't hurt him, right? It turned out several Bugle employees such as flamboyant videographer &amp; former vice president in charge of video production Vernon Fenwick, Vernon had been demoted following an embarrassing incident with the French ambassador over 'Freedom Fries' during the Iraq War, and ace reporter &amp; photo journalist Eddie Brock were already vocal detractors of the young man. Peter's detractors contended he wasn't a real media person due to his lack of formal training and chalked up his success to either dumb luck or a hidden partnership with Spider-Man.

Late that afternoon when Peter arrived at Bulge HQ he found he'd been assigned to his formal team project alongside up and coming young reporter Irma Langinstein and, groan, videographer Vernon Fenwick. They were to investigate the recent series of bizarre break-ins and disappearances which had been plaguing high tech industries of the City. Over the past three months. A dozen prominent scientists specializing in experimental physics had vanished under mysterious circumstances along with several of their top secret projects. The authorities remained baffled. An anonymous contact had tipped off the Bugle that another abduction would be going down tonight at Stark Enterprises. Off the small group went.

For six boring hours Peter, Irma &amp; Vernon sat in their news van across from Stark Enterprises watching. It was well after midnight before anything interesting occurred. As an elderly, bespectacled gentleman wearing a lab coat exited the building an unmarked, white van pulled up. Out of the vehicle leapt a group of what appeared to be Ninja?! The Ninja, who were covered head to toe in matching black outfits complete with elbow length grey gloves, knee high grey boots and red head bands, advanced on the elderly man grabbing him. Out of the van came a familiar face Hun. The large gang leader with the distinctive purple dragon tattoo covering his right arm barked orders.

The news crew had quietly snuck out of their van. Circling around front so Vernon and Peter could get better shots of the action. Everything was going well when a stray cat happened by. Vernon, always the animal lover, kicked the friendly cat away causing a commotion which drew the attention of Hun and the Ninja! Needless to say Hun and the Ninja were unhappy being recorded. They came after the news hounds. Thinking fast Vernon ejected the SD card from his video camera and threw it to Irma who in turn tossed it to Peter in an improvised game of keep away. Furious Hun and his Ninja ran after Peter. Searching for a means by which he could elude his pursuers Peter spotted an opened manhole. Diving into the opening Peter ran through the sewers searching for a hiding place where he could slip into his Spidey gear the Ninja minus Hun, whose ample frame couldn't fit down the narrow passageway, hot on his heels.

Peter ducked into an alcove. Quickly stripping out of his street clothing and placing his camera and the SD card somewhere safe he donned his Spider-Man outfit. Hearing the unmistakable sounds of battle he emerged only to fit the Ninja strewn about the sewer tunnel. In his brief absence the Ninja had gone to pieces literally sparking metal arms, legs and even insectoid eyed heads were everywhere.

"Huh they were robots go figure." Spider-Man said with a shrug.

"Androids actually my colorful friend," Said a humanoid turtle wearing a leather belt around it's waist and a purple bandana with eye holes over it's upper face. It was accompanied by three other similarly outfitted humanoid turtles each wore a different colored bandana; blue, red &amp; orange.

"Wow hold on a sec pal what exactly are you guys?" Spider-Man asked putting up his hands.

"We're the guys who saved your ass from these androids buddy." Red Bandana said pointing some type of three pronged knife at the smoking bot bits.

"Cool it Raph." Blue Bandana said getting between Red Bandana and Spider-Man. "You'll have to excuse my brother's temper. I'm Leonardo, you've already met Raphael, Donatello and this is our youngest brother Michelangelo." Leonardo indicated each turtle as he called out their respective name.

"You're Spider-Man." Michelangelo said excitedly steeping forward and vigorously shaking Spider-Man's hand. "I'm a huge fan."

"Thanks, I think." Spider-Man said.

"So Spider-Man, why were these androids chasing you?" Leonardo asked.

"I interrupted them committing a crime. I guess they didn't take my interference kindly." Spider-Man said extracting his hand from Michelangelo's enthusiastic grip.

"Check this out guys." Donatello said holding up the ruined chest plate of one robot. "These androids were built by Oscorp Industries, note the corporate logo."

"Oscorp," Spider-Man said softly.

"You are familiar with the company?" Leonardo said.

"They're somehow involved in a cold case I've been investigating since I began my super hero career." Spider-Man said. "You still haven't answered my question. No offense, but what are you four?"

"We could ask you the same thing." Raphael challenged.

"Hey I was just your average teenager until I was bitten by a genetically engineered, mutant spider." Spider-Man said defensively.

"Trait transference, fascinating," Donatello said rubbing his chin.

"So he's in essence a mutant, like us." Raphael said.

"Basically," Donatello said, "although clearly his physical alternations are not nearly as extensive as our own."

"Cool," Michelangelo said.

"How can you be sure?" Spider-Man asked having a sinking feeling he already knew the answer.

"Dude we saw what you look like before you ducked behind that wall and changed." Michelangelo said.

"Wonderful, there goes my secret identity." Spider-Man huffed.

"Don't worry who are we going to tell?" Raphael laughed. "We hardly ever leave the sewers."

"I forgot you're mutant turtles, duh." Spider-Man said slapping his forehead. "How'd you come to be? You know my origin story. How about sharing your own?"

"If you want the whole story you must meet our father and master Splinter." Leonardo said.

"Lead the way," Spider-Man said. "Lord knows I'm late enough getting home already a few more minutes won't hurt." Retrieving his street clothes, camera and the SD card Spider-Man followed the Turtles home to their Lair.

"Now I've seen everything." Spider-Man said upon being greeted by the Turtle's "father" Splinter the humanoid rat. "In think I need to sit down."

Once Spider-Man had recovered from the shock Splinter recounted the story of the Turtles' and his own origin. Donatello then told Splinter of the battle with the Ninja androids and showed him the twisted metal fragment bearing the Oscorp logo. Obviously troubled Splinter took his leave of the Turtles and Spider-Man. When he returned carrying a red silk pouch an unmasked Spider-Man was recounting the story of his own life.

Clearing this throat Splinter drew the others attention. "My children and our new friend there is something I must show you." Opening the pouch Splinter carefully emptied several glass and metal fragments on a nearby table. Searching through the pile he retrieved the largest. He held the piece aloft showing the others what was stamped into the metal, the broken circle of the Oscorp symbol. "This is all that remains of the canister which contained the ooze that mutated us."

"I'll be Oscorp, yet again." Spider-Man said.

"Pete," Raphael said, by this time Spider-Man had told his new friends of his civilian name. "Didn't you say your parents were working at Oscorp when they disappeared?"

"The spider that bit me was also an Oscorp creation." Spider-Man said.

"Wow freaky man." Michelangelo said.

"What is going on there?" Donatello wondered.

"Only on way to find out," Leonardo said. "I think we should pay the Oscorp Building a visit."

The Next Night, 1:00 am

"I hope this is a good idea." Michelangelo said.

"Don't sweat it Mikey will be in and out before anyone knows we were here." Raphael said.

"Shush you two." Leonardo said as the Turtles using their spike tools and Spider-Man using his natural abilities scaled the Oscorp Building.

"What took you slowpokes so long?" Spider-Man taunted sometime later when the group reached the rooftop. The Turtles merely groaned.

"Let's get inside." Leonardo said.

Using glass cutting tools Donatello gained the group access through a skylight. Sneaking inside the group made their way down several floors. Aside from a pair of night-watchmen the upper reaches of the place was apparently deserted.

"What a waste of time." Raphael grumbled standing beside the elevator. "There isn't anyone here."

"We didn't come here for a meet and greet Raph." Leonardo snapped.

"Um guys," Spider-Man said his warning sense tingling. "Take cover something is coming."

Spider-Man jumped onto the ceiling while the Turtles hide behind several large potted plants. The elevator beeped. The doors opened out strolled Hun accompanied by several Ninja bots. Han and the bots paused briefly, Hun sniffed the air. The group then continued on their way. Once they were out of sight the Turtles and Spider-Man emerged from hiding.

"Odd," Donatello said. "It was almost like he could sense us."

"At least now we know Oscorp is involved." Raphael said. "Why else would Mr. Personality be lurking around."

"You guys know Hun?" Spider-Man said.

"You could say that." Raphael said. "We've been trying to put him and his Purple Dragon gang away for a while now. How do you know him?"

"He killed my Uncle Ben." Spider-Man said his voice barely a whisper.

"I'm sorry Peter." Leonardo said.

"We all are." Raphael said.

"Someday I'll bring him in." Spider-Man said. "Right now finding out whatever is going on is more important." The Turtles nodded their agreement.

Elsewhere Hun was facing his own trials. The towering street punk cowered before his own master; the cold, calculating and ruthless businessman Norman Osborn. Hun felt small, insignificant, helpless before the piercing, unwavering gaze of his benefactor. Hun stood on the other side of large, mahogany desk begging for forgiveness.

"My sincerest apologises Master Osborn." Hun said Norman preferred his underlings to address him by the title whenever possible.

"You lose an entire squad of my Foot Soldiers and that is all you have to say?" Norman asked his expression cold. "Do you have any idea how valuable these androids are at present?"

"I'm sorry Master Osborn. I assure it will never happen again." Hun groveled.

"And what do you have to show me for this loss? You didn't even retrieve the potentially damaging SD card, did you Hun?" Norman said.

"No doubt it was destroyed by the sewer creatures along with the Foot Soldiers." Hun offered weakly.

"We can't be certain of that, now can we?" Norman countered steepling his fingers. "What do you think Dr. Octavius?"

Behind Norman stood the sinister figure of Doctor Otto Octavius, his features contoured in a permanent scowl which complimented his bowl hair style and dark shaded glasses. "Perhaps we should have young Hun explain his latest failure to Ch'rell the Shredder personally." Dr. Octavius suggested.

"I agree Dr. Octavius another trip to Dimension X might do wonders improving Hun's performance." Norman Osborn said.

"Please, please don't send me back there." Hun begged falling to his knees. "I swear I'll never fail you again Master Osborn."

"You'd best not." Norman Osborn sneered. "Now get out of my sight you disgust me."

"At once Master Osborn," Hun said backing out of the office.

"Good help is so hard to find these days." Norman Osborn sighed.

"Indeed," Dr. Octavius said.

Meanwhile Spider-Man and the Turtles had made their way into the heart of the Oscorp Building. Spying an active computer terminal Donatello with help from Spider-Man went to work. The others stood guard. After several minutes searching without luck a nearby door opened. In walked a short, skinny Africa America man sporting an afro &amp; mustache and wearing a lab coat. He was carrying a half-eaten, foot long sandwich in his hand. His name tag read Baxter Stockman.

"What the heck, monsters!" Baxter Stockman yelled running out into hall before the three Turtles could stop him.

"Pete, Donnie you better hurry up." Leonardo warned. "I think we'll have company soon."

"We'll try, but these things take time." Donatello said.

Sure enough three sunglasses wearing burly security guards in business suits, the largest of which was bigger than Hun, burst through the door firing their automatic pistols. Dodging the bullets Raphael, Donatello and Michelangelo fought back easily defeating their latest foes, Spider-Man then took time out from assisting Donatello to web the security guards up. Donatello continued furiously searching through the vast database. It was enormous. Locating what he was looking for was like finding one particular needle in a stack of needles. Working on a hunch Donatello inserted the wire from his One TB drive into the terminal copying as much of a certain directory with a suspicious sounding code name as he could.

"Let's make tracks guys my portable drive is at capacity." Donatello said.

The Turtles and Spider-Man fled the building. They were shot at by more laser gun toting Foot Soldiers before jumping from a broken window. Arriving back at the Turtles' Secret Lair the group gave a collective groan of disappointment upon viewing the Oscorp data.

"Its' gibberish," Raphael said bitterly kicking a box across the computer chamber.

"No its' heavily encrypted," Donatello corrected.

"How do we decrypt it?" Leonardo wanted to know.

"That will take some time." Spider-Man said peering at the screen. "I don't know about you guys. This is the most complex encryption I've ever seen."

"Same here," Donatello said. "Whoever created this directory went to great lengths keeping it secret. Whatever they are hiding must be huge."

Oscorp the next morning

"It would appear the rumors are true." Dr. Octavius said viewing the security recordings dispassionately from his position behind the seated Norman Osborn. "The so called 'sewer monsters' are very real."

"And they are working with the Spider-Man." Norman Osborn said.

"No doubt they share a certain affinity all being mutants of one sort or another." Dr. Octavius said.

"We must retrieve our stolen data and learn the secret of their creation." Norman Osborn said.

"I think it is fairly obvious they were created by the mutagen Ch'rell has supplied us with for research purposes." Dr. Octavius said. "Need I remind you several canisters have been stolen and lost over the years?"

"I suspect your theory is sound doctor." Norman said. "If these extraordinary creatures are truly the results of mutagen than we must harness their abilities. Under our control they could prove invaluable in the coming conflict." Norman sat back in his leather chair grinning evilly.

To Be Continued


	3. Chapter 3

Disclaimer I do not own Spider-Man or Ninja Turtles. All associated concepts are copyrighted by third parties.

All original characters and concepts are copyright Celgress.

Spider-Man: Teenage Mutant Ninja Warriors – Episode Two: Changes

By

Celgress and CMR Rosa

Midtown High School a worse hive of scum and villainy you won't find this side of New Jersey, or so many students thought. Peter Parker often counted himself amongst their number. Today however Peter strolled contentedly through the crowded hallway surrounded by his small, but growing, circle of friends; Harry Osborn, Gwen Stacy and surprisingly Hobie Brown. Up until a few weeks prior Hobie had been a dyed in the wool member of Flash Thompson's gang of jocks, or so it seemed. The street wise African American kid from the Brooklyn line known for his fast mind and even faster mouth had gravitated towards Thompson and his goons more out of protection than common interests. Over the years Hobie and Flash's friendship had grown strained, not least of all because deep down Hobie detested bullies of any stripe. A fact he usually concealed from all. Events had recently reached a boiling point however when Flash's gang had chosen to victimize a new exchanged student from China. Fed-up with their antics Hobie turned on his former compatriots pounding them into submission. He'd been hanging out with Peter, Harry and Gwen ever since.

"Hey Peter what are your thoughts on our latest super heroes, the Ninja Turtles?" Hobie said.

"I'm not sure what to think honestly Hobie." Peter said.

"They are obviously some type of mutant." Hobie said. "Sure are plenty of mutants prowling New York these days."

"Ick mutants give me the creeps." Gwen said shivering.

"My dad says all mutants are dangerous, uncontrollable creatures which should be strictly regulated by the proper authorities." Harry said.

"C'mon Harry most mutants aren't dangerous, look at Spider-Man." Hobie countered. "He's been cleaning up street crime all over the city. I hear the Purple Dragons are really hurting due to his efforts. We are all safer because of his activities."

"I wonder if Spider-Man is a mutant?" Gwen mused.

"Of course he is. Why else would he wear a mask?" Harry said. "I bet his face is hideous."

"We don't know he's a mutant, and even if he is so what." Peter said rather defensively.

"Chill Peter we're having a friendly discussion here, no need to get upset." Hobie said raising his hands in a sign of submission.

"You're right Hobie." Peter sighed. "I've been under a lot of pressure lately. Could we change the subject?"

"Sure Peter if you want." Gwen said. "How is your sister Teresa?"

"Don't get me started." Peter laughed. "She's a total brat, as usual."

"Sometimes I wish I had a little brother or sister." Harry said. "It can get pretty lonely in the mansion with only dad and our servants for company."

"Poor baby, all that money and no one to spend it with." Gwen teased poking Harry in his ribs.

"Ouch, watch out Gwen." Harry said winching.

"Don't be such a baby Osborn." Gwen said she always called Harry by his last name.

"I've been meaning to ask Gwen why have you cleaned up your act?" Harry said.

"What do you mean Osborn?" Gwen said her body tensing.

"You've ditched the whole punk rocker motif in favor of a more typical look, why?" Harry asked.

"Because my dad asked me to tone things down a bit," Gwen admitted reluctantly.

"Ah daddy's little princess." Harry said batting his eyelashes at Gwen and making kissy sounds.

"Shut up Osborn." Gwen said pushing Harry who was doubled over laughing.

"So Peter can I drop by your place tonight, say eightish?" Hobie said ignoring Harry and Gwen. "We can exchange some of our latest gadgets."

"Sorry Hobie I'm busy helping my Aunt clean out our garage tonight, how about a rain check?" Peter said smiling apologetically.

"Sure, how about Saturday say 1:00 pm?" Hobie offered.

"Sounds good see you then," Peter said.

Turtles' Secret Lair, evening

"Hi Pete, what's up?" Michelangelo said high fiving Spider-Man as the arachnid themed hero entered Donatello's workshop.

Having revealed his civilian identity to the Turtles and Splinter weeks ago Peter pulled off his mask. "Nothing much Mikey things have been quiet topside since we busted up the Purple Dragon chapter terrorizing the Bronx last week, Don how does our quest go?"

"Nada," Donatello said from his position seated in front of a makeshift computer terminal. "Whatever type of encryption algorithms Oscorp are utilizing they are far beyond my understanding. Over a month of work and we've got absolutely nothing to show for it." Donatello lamented jumped up from his seat and throwing the wireless keyboard across the chamber.

"Is it a question of computing power Don, if so maybe I could…." Peter said.

"I seriously doubt it would make much difference." Donatello said. "The core problem is the complexity of the algorithms involved. We'd need access to a mathematical genius 24/7 if we're to crack the code in our lifetimes."

"Oscorp must really want to protect whatever information we, um ah." Peter said.

"Liberated," Michelangelo offered.

"Yeah, liberated," Peter agreed.

"What we need is somebody who works for Oscorp, somebody who has the inside track." Raphael said appearing from around a corner with Leonardo.

"How do you suggest we get them to cooperate with us Raph kidnap them, then what perhaps use torture?" Donatello said.

"Sure, if we must." Raphael replied rather too quickly for the others' liking.

"No thanks, the sight of blood makes me nauseous." Michelangelo said covering his mouth.

"Whatever," Raphael said shrugging.

"Guys we've already had this discussion." Leonardo said getting physically between Raphael and Donatello. "We do break any serious laws all our detractors will be proven right, or at least they'll claim so in the media."

"Leo is right guys kidnap an Oscorp employee and people like my nominal boss J. Jonah Jameson will waste no time crucifying you in the court of public opinion." Peter said shaking his head. "Jameson already blindly hates mutates, give him any ammunition you'll regret it."

"You have a better idea webhead?" Raphael said.

"I wish I did." Peter said.

"Let's have some pizza, maybe it'll help us think?" Michelangelo suggested.

"Alright," Donatello said. The four Turtles and Spider-Man left Don's decryption program to do its' work.

Parker Residence, several hours later

"Hello brother." Teresa said the instant Peter still dressed as Spider-Man turned on his bedroom light after entering through an open window.

"Dammit Teresa why are you here? Shouldn't you be asleep right now?" Peter said annoyed.

"Shouldn't you?" Teresa shot back.

"I have responsibilities." Peter said. Mentally kicking himself for allowing his sister to catch Spider-Man creeping into their house two weeks before in the first place. If only he'd been more careful.

"I know which is why I haven't shared your secret with Aunt May, yet." Teresa said rolling her brown eyes, which matched her shoulder length hair, towards heaven.

"Teresa we've talked about this already." Peter said shutting the window and removing his mask and top. "It would kill Aunt May if she found out I am Spider-Man. Thanks in large part to Jameson' constant negative news stories she hates Spidey."

"She's stronger than you give her credit for Peter, and can make up her own mind." Teresa said folding her arms across her chest, in a vain attempt to appear serious.

"What do you want sis?" Peter said following a short pause.

"Where were you all night, beating up bad guys?" Teresa asked a note of excitement in her voice.

"Yes," Peter said slipping under the covers of his bed. "Excuse me I need my beauty sleep, details of my whimsical exploits will have to wait until morning."

"You're a jerk Peter." Teresa huffed storming out of Peter's room.

"I love you to sis." Peter said using a web line to flip off the light.

Oscorp Industries the next day, morning

Few beings in the universe filled Norman Osborn's heart with dread. Ch'rell the Shredder was one of them. Standing in a super-secret room with only Dr. Otto Octavius for company Norman stood before a shimmer, blue colored, life sized hologram of his alien partner some would say perhaps more correctly master. Even seated on his ornate throne Shredder cut an imposing figure

"I've showered upon you gifts from beyond the stars. Yet five rouge mutants threaten to destroy all we have achieved?" Shredder said angrily. "Explain how this can be?"

"My sincerest apologises Lord Ch'rell." Norman said gulping. "I require further help dealing with these creatures. Locating them has proven exceedingly difficult."

"Are my foot soldiers not enough?" Shredder questioned.

"They overcame the foot soldiers twice Lord Ch'rell." Dr. Octavius said.

"I see." Shredder said. "Very well I shall send you one of my best warriors, Newtralizer. He shall personal deal with your mutant problem."

"My eternal thanks Lord Ch'rell." Norman said. Shredder grunted before his hologram vanished.

Several seconds later the small, computer lined chamber was filled with a blinding flash of neon purple light. Every light fixture in the massive facility temporarily dimmed as huge amounts of electrical power was consumed. When the flash faded away a seven foot tall, bipedal black skinned, red bellied newt creature clad in a metal torso harness completed with a many compartment utility belt along with matching wrist and ankle gauntlets dominated the chamber. It's blinking amber eyes soon fixed upon Norman and Dr. Octavius.

"Fascinating, utterly fascinating," Dr. Octavius said in awe of the creature.

"Welcome to Earth Newtralizer, I am Norman Osborn this is my chief scientist Doctor Otto Octavius." Norman said introducing himself and the not so good doctor.

"Tell me where my prey is." Newtralizer croaked.

"We are unsure of their precise locate." Dr. Octavius admitted.

"Locate them at once." Newtralizer croaked.

"We are trying." Norman said.

"Try harder," Newtralizer croaked. "Until they are located provide me a room where I can properly prepare for the upcoming hunt."

"Of course," Norman said opening a hidden door. "Please follow me." Dr. Octavius and Newtralizer followed Norman out of the chamber.

Purple Dragon Club House in Brooklyn

"I want this Spider-Man and his freakish turtle friends dead." Hun bellowed slamming his beefy fist through a polish table top. "They've shelved far too many of our brothers. They're antics are starting to impact the bottom line of our organization, its' very survival is at stake."

"I can take care of Spider-Man, for a price." A white skinned, yellow eyed man dressed in a navy blue track suit said stepping forward.

"Who are you?" Hun asked glancing at the stranger appraisingly.

"Call me Tombstone." Tombstone said licking his sharp, pearly white teeth.

"Cute name pasty face," Hun snorted. "What makes you think you'd stand a chance against Spider-Man or the Turtles."

"Watch, order your men to attack." Tombstone said.

"Its' your funeral pasty," Hun laughed signaling his follow gang members to converge on Tombstone with a nod.

Less than a minute later twenty gang members lay groaning on the floor. Tombstone stood stoically over his fallen foes. Mere moments ago he'd absorbed a variety of stabs, chain shots, bottle shots, brass knuckle shots and three chairs over the head with no ill effect before dispatching his startled attackers with precisely placed kicks and punches.

"You're some sort of mutant." Hun stammered.

"I prefer meta human." Tombstone said. My outer layer of skin is impervious. I can't be harmed by any means I've yet discovered. Additionally I possess greatly enhanced strength, speed and reflexes. In short I'm the total package."

"What do you want in return for destroying our enemies?" Hun said.

"To meet your big boss," Tombstone said. "Word on the street has it he's a very powerful man."

"He is, and very selective also." Hun said.

"I thought as much." Tombstone said. "Do we have a deal?"

"We do." Hun said smiling. "Terminate Spider-Man and the Turtles earn one grateful introduction."

"I couldn't ask for more." Tombstone said smiling back.

Queens

"Wait up Peter!" Teresa called after her brother. "We need to talk about last night!"

"No we don't Teresa." Peter said making his way across the busy street.

"Peter please wait up!" Teresa said waving at her older brother. Peter ignored her pleas.

What happened next seemed to unfold in slow motion. Teresa hurried across the street oblivious to a swerving care that careened towards her at high speed. A sudden, intense tingling in Peter's head altered him something terrible was happening unfortunately the warning came too late. In front of Peter's horrified eyes his sister flew through the air landing hard several feet away. Teresa lay sprawled unconscious on the pavement blood oozing from her mouth.

"Teresa," Peter yelled running towards his sister's crumpled form.

Peter didn't remember clearly much of what happened next. There were fragmentary memories of him almost choking the drunken driver who'd hit his sister, a crowd of onlookers gathering, police restraining him and then an ambulance arriving. Next thing he knew he was at a hospital being asked if he and Teresa shared the same blood type and if there was anyone the staff should contact. Being aware they did he found himself donating blood while he told the doctors to contact Aunt May. After that he somehow made his way to a general waiting room, escorted their by friendly nurses. He had no clear idea how long he sat in the waiting room head in his heads until Aunt May appeared. It could have been minutes or it could have been hours.

"Good lord Peter will it never end?" Aunt May said pulling Peter into a shaky embrace.

"I tried Aunt May. I couldn't reach her in time." Peter sobbed.

"Shush Peter what happened isn't your fault." Aunt May said soothingly.

"It was my fault. Teresa wanted to talk with me, but I ignored her. I should have stopped. If I had this never would have happened." Peter said continuing to cry.

"Peter no," Aunt May said.

"I keep making mistakes Aunt May. No matter how hard I try. I continually screw things up." Peter said breaking free of his Aunt's hug.

"Peter somethings are beyond our control. You must accept that." Aunt May said. "Otherwise guilt will devour you."

Peter considered his aunt's words of wisdom. Finally, following more than a full minute of deep contemplation he replied. "I…"

"Mrs. Parker I'm Doctor Abrams." A white haired man in surgical scrubs stated.

"How is my niece Doctor Abrams?" Aunt May asked her voice filled with trepidation.

"Surprisingly well all things considered." Doctor Abrams said. "We've stopped the internal bleeding. She is healing and there doesn't appear to be any permanent damage. Frankly I am at a loss to explain her quick recovery, it appears almost miraculous."

"When can I see her Doctor Abrams?" Aunt May said.

"Soon Mrs. Parker, right now she needs her rest." Doctor Abrams said putting his hand on Aunt May's shoulder. "You may very well have saved your sister's life young man." Doctor Abrams stated turning his attention towards Peter. "I've seldom witnessed a blood transfusion be as effective. We almost lost her before we started the transfusion."

Peter seemed to become pale. "Really," He said his mouth dry.

"Your blood must be special son." Doctor Abrams joked. "Get some rest folks." Doctor Abrams walked away. His parting remarks gave Peter much to consider.

To Be Continued


	4. Chapter 4

Disclaimer I do not own Spider-Man or Ninja Turtles. All associated concepts are copyrighted by third parties.

All original characters and concepts are copyright Celgress.

Spider-Man: Teenage Mutant Ninja Warriors – Episode Three: New Friend New Enemy

By

Celgress and CMR Rosa

"I can't believe we're actually doing this." Spider-Man grumbled behind his mask.

Spider-man along with his four turtle companions carefully made their way up the side of a brownstone belonging to a subsidiary of Oscorp. Spider-Man using his natural adhesive ability while the Turtles used hand and feet helped spike grippers. It was night and the four easily blended into the shadows. Only a particularly knee eyed observer would notice their all but invisible ascent.

"Believe it dude." Michelangelo said.

"If your plan fails Raph, we'll likely end up federal prisoners in the Vault." Donatello challenged. "The Federal Government doesn't look kindly on super powered lawbreakers, to say nothing of criminal mutants. You are aware of that fact, right?"

"Hey no one else had a better idea." Raphael shot back.

"Guys shush, we are supposed to be stealthy remember." Leonardo admonished.

"Psst Spidey how is Jr. doing?" Michelangelo asked softly.

"Stop calling her Jr." Spider-Man said annoyance creeping into his voice. "She's fine."

It had only been a week since his sister Teresa's auto accident and Peter wasn't yet comfortable talking about it. In truth after losing his Uncle Ben under tragic circumstances seven months ago almost losing his little sister in a similar fashion had left Peter an emotional wreck. It made him feel no matter what he did, how many bad people he put away there would always be more. Could he actually make a substantial difference or were his detractors, such as his own part time boss media mogul J. Jonah James, correct when they sneered at his efforts as both ultimately futile and at times causing more harm than good? Was he cut out to be a superhero? Would he do the right thing when the chips were down, or would he either not bother by running away or worse yet choke like he feared he did when his sister was trailing behind him that fateful day. These questions weighed more heavily than ever on his mind since Teresa's near fatal accident. In fact they haunted him.

"No signs of spider powers have shown up yet, huh?" Michelangelo continued.

"Not yet," Spider-Man confirmed. "Other than an accelerated healing factor she's perfectly normal."

"Aw too bad," Michelangelo mumbled. "We could use another member."

"I'd rather my sister have a normal life than you very much Mikey." Spider-Man said.

"C'mon Spidey, she'd love this stuff." Michelangelo whined.

"Shut up you two." Raphael snapped. "You make enough noise to wake the dead."

"Well excuse us." Spider-Man said in exaggerated fashion eliciting a giggle from Michelangelo.

"Guys we're almost there. Spidey you're the fastest of us. Please head up there see if anyone other than our target is around. Also scoop out any security devices, including cameras, they may have." Leonardo instructed.

"Got it, Spidey's the name recon is my game." Spider-Man said. Firing off an impromptu salute he scurried over the lip of the rooftop. About two minutes later he returned. "Other than a couple security cams I disabled, place is clean." Spider-Man announced upon his return.

Leonardo nodded. "Let's go," he said. "This had better work Raph." Leonardo added shooting his brother a not so friendly glance.

"Don't sweat it Leo." Raphael said either not noticing or not carrying about Leonardo's withering gaze. "By tomorrow we'll finally have all the answers we could ever want."

"Why do I suddenly have a sinking feeling in the pit of my stomach?" Spider-Man said.

"Because you're a worry wart, like my brothers, now follow my lead." Raphael said.

"You heard the man er turtle." Leonardo said wearily.

Raphael made his way inside the building through a utility entrance found on the roof, Spider-Man and the other three turtles hot on his heels. Our heroes descended several floors without incident. At last they came to an inhabited section. A lone lab coat wearing bespectacled red haired young woman, who appeared to be in her early twenties, sat hunched over a scientific work station entering data into a computer terminal. Absorbed in her task she failed to notice our heroes entering the laboratory.

"She's kind of cute." Michelangelo said before he caught himself. Realizing what he'd done Michelangelo slapped a hand over his mouth. Startled the red haired young woman jumped out of her seat and promptly fainted upon seeing the Turtles and Spider-Man, however not before voicing a high pitched shriek of terror.

"Gee thanks Mikey." Raphael said slapping Michelangelo in the back of his head.

"Ouch, no fair Raph I didn't know she'd faint." Michelangelo said rubbing his head.

"Really, she sees four humanoid turtles along with a guy decked out in colorful spandex while alone in the middle of the night. How else did you expect her to react?" Raphael growled.

"Guys squabbling isn't helping." Spider-Man said.

"We've got her Raph, now what?" Donatello said sarcastically.

"How should I know?" Raphael said.

"It was your plan to kidnap an Oscorp employee." Donatello said incredulously.

"Hey I'm the ideas expert you Don and Spider Guy handle logistics." Raphael said thumbing at Spider-Man.

"Thanks," Spider-Man said folding his arms across his chest.

"Don't mention it." Raphael said deadpan.

"Alright, we'd best leave here before we're discovered." Leonardo said with a deep sigh following several moments of silence. "Spider-Man can you maybe…."

"Oh no I'm walking the razor's edge as is keeping my double identity secret." Spider-Man said cutting Leonardo's incoming request off midsentence. "If I stowed this woman at home and Aunt May found out she'd kill me, sorry." Spider-Man put up his hands defensively.

"I guess we only have one choice." Leonardo said.

"No way," Raphael protested. "Splinter will kill us if we bring another human home, especially a non-mutant."

"Have a better idea Raph, anyone?" Leonardo asked. His question was met with silence. "I thought as much." With that Leonardo hefted the unconscious red haired young woman over his shoulder.

New York City General Hospital the following day, early morning

"How is my favorite patient doing today?" Doctor Curt Connors said entering Teresa's semi-private room. He was a tall, sandy blonde haired man in his thirties with blue eyes and an infectious smile.

"I'm doing fine Doc." Teresa said blushing. She developed a crush on the energetic young surgeon that everyone affectionately called "Doc", who had assisted in her initial operation, during her time in recovery.

Dr. Connors quickly browsed Teresa's chart holding it with his right hand. Dr. Connors did everything with his right hand having lost his left arm to an IED explosion in Iraq he had no other choice. His obvious handicap didn't keep him from doing the daily work of two doctors. That coupled with his easy going attitude made Dr. Connors a hit with his fellow staff members and patients alike.

"It would appear you'll be leaving us soon." Dr. Connors said putting Teresa's chart back. "And before karaoke night what a shame, I don't mean to brag however my rendition of Secret Agent Man is legendary."

"Cough, cough," Teresa teased. "I think I'm suffering a relapse doc. Perhaps I should stay a couple more days, to be on the safe side."

"You're incorrigible Ms. Parker." Dr. Connors said with a smile. "Ah it would appear you have a visitor. Hello Ms. Watson."

"Hello Doc. Hello Teresa. Though I'd drop by before school, see how you're doing." Teresa's best friend ten year old Kristine "Krissy" Watson said. Like her older sister Mary Jane, Krissy possessed a mane of fiery red hair unlike her sister Krissy wore her red hair in twin pigtails. Also unlike Mary Jane her skin was covered in an abundance of feckless.

"See you girls later." Dr. Connors said leaving.

"He's so dreamy." Krissy said once Dr. Connors was out of ear shot.

"I know." Teresa sighed. "I wish he would notice me."

"Teresa you're eleven." Krissy said. "Doc is like thirty at least."

"I'll be twelve soon." Teresa huffed.

"In several months," Krissy laughed. "Face facts Teresa's Doc is too old for you. Beside I heard from one of the nurses he's married."

"Liar," Teresa accused.

"Nah uh," Krissy said shaking her head vigorously. "Doc has a wife and kid."

"Figures," Teresa said glumly. "First guy shows interest in me and he's already taken."

"Don't be melodramatic Teresa." Krissy said. "There are plenty of fish in the sea, or so my sister says."

"Not like Doc." Teresa pouted. Krissy again laughed Teresa glared daggers at her friend.

While Krissy and Teresa were chatting Peter happened by for his daily visit. Rather than intrude he decided a slight detour was in order. Heading away from recovery towards long term care Peter made a beeline for a familiar destination, the room where his long-time friend Jessica Jones lay comatose. Jessica had been there since her accident five months prior. On her way home from the movies one unusually warm autumn night a truck carrying toxic chemicals had lost control and hit Jessica along with several other equally unlucky pedestrians, spilling it's cargo in the process. Oddly in spite of her present state Jessica had actually been the luckiest of the group. She was alive, unlike her fellow victims who had inexplicably wasted away within weeks. No one knew what exactly had caused the others demise or why Jessica remained a coma. Doctors speculated the toxic substances the truck had been transporting were to blame. Recently discovering the truck belonged to Oscorp Industries only raised further questions.

"Hi Jess." Peter said walking into the private room. Other than the steady beeping of monitoring devices all was quiet. "Sorry I haven't been around much lately." Peter pulled up a chair beside Jessica's bed. He gently laid his right hand against Jessica's pale forehead moving a few strains of her brown hair out of the way. "I wish you here. You always gave me great advice, especially after I became Spider-Man. I could sure use your insight right now. You were the first person I trusted with my secret. I wish I'd been there to save you rather than fighting some Purple Dragons downtown. I hope someday you'll come back to us. I'll be here waiting when you do. I'll visit again soon, promise." Peter kissed Jessica' forehead then with a sad look on his face he departed.

Turtles Secret Lair

"Jeez stop screaming lady." Raphael said hands over his ear holes, Leonardo and Michelangelo doing likewise.

"We mean you no harm." Donatello said hands up palms facing outward.

"What are you!?" The red haired young woman screamed backing up against the cold stone walls of the sewer chamber.

"We are mutant turtles, being more precise humanoid mutant turtles." Donatello explained calmly.

"Where am I?" The red haired young woman said. Behind her glasses green eyes darted around frantically surveying her surroundings.

"This is our home. We live in the sewers. I'm Donatello, these are my brothers; Leonardo, Raphael and Michelangelo." Donatello said pointing towards his torso. "What is your name?" Leonardo and Michelangelo said 'hi" as they were introduced Raphael merely grunted.

"A-April O-O'Neil." April stammered.

"April what do you know about Oscorp secret projects division?" Raphael said pushing Donatello aside. "We know you work for them."

"Excuse me I'm not the kidnappers here. Why should I tell you four, things anything?" April said defiantly.

"She has a point dudes." Michelangelo conceded.

"Smooth move Raph," Donatello said.

"And for the record I'm not an Oscorp employee, at least not directly. Rather I do freelance scientific work with Dr. Stockman." April added.

"Dr. Stockman," Donatello said thoughtfully. "Dr. Baxter Stockman the world renounced robotics and computer expert?"

"The same," April confirmed.

"I've heard of him." Donatello said. "His theories on possible mass production of autonomous robots are fascinating."

"In English Einstein," Raphael said.

"Dr. Stockman has devoted his life to the creation of fully functional robots and androids." Donatello answered.

"Like the androids we tangled with at Oscorp Headquarters last month?" Leonardo said.

"Exactly," Donatello said. Something clicked inside each Turtles' head. They exchanged knowing looks.

"The plot thickens." Michelangelo said using a corny Sherlock Holmes impersonation.

"April I know you have no reason to trust us." Donatello said.

"You can say that again. What is this all about?" April said.

"I'll tell you soon. First I need to know what you and Dr. Stockman were working on?" Donatello said.

"Why should I tell you?" April said. "Once I've furnished you with information maybe you'll kill me."

"Trust me we'd never hurt you or any other innocent." Donatello said.

"This is ridiculous!" Raphael said once more pushing Donatello out of his way. "We don't have time for this. Let me at her. I'll make her talk."

"No way Raph," Leonardo said trapping his hotheaded brother in a full nelson.

"What are you doing Leo!?" Raphael demanded struggling against his brother's grip.

"Letting Donnie handle this," Leonardo said manhandling Raphael out of the chamber with help from Michelangelo.

"Now we're alone. Please tell me what Dr. Stock is working on." Donatello said.

"I repeat, why should I?" April said.

"Because lives could be at stake," Donatello said. "Oscorp Industries is in league with transnational criminal organizations like the notorious Purple Dragons. Furthermore we have reason to believe they are planning something big, perhaps a takeover of the city."

April locked eyes with Donatello. An indeterminate amount of time passed neither speaking. Finally April opened her mouth.

"My father always said eyes, even alien ones, are the gateway to the soul." April paused. "Staring into your eyes I can tell you are sincere. I've had my suspicions concerning Dr. Stockman's work for some time now. I frankly don't understand how his Mousers aren't dangerous. I've told him so on multiple occasions, but he brushes off my worries as being 'hysterical rantings' of the 'fairer sex'."

"Wait what are Mousers?"

"Mousers are miniature robots roughly the size of a medium type dog that guided by an advanced combination of lasers and sonar, seek out and terminate vermin such as cockroaches and rodents. In recent weeks Dr. Stockman has both dramatically increased the cutting power of their snapping jaws along with added drills to their undercarriages. The things can now borrow through any substances short of those coated with diamond compounds."

"Hmmm, interesting," Donatello said scratching his chin thoughtfully. "April do you have any ideas why Dr. Stockman or his bosses at Oscorp might want such robots?"

"Not a clue, other than maybe to rob a bank with." April half joked.

"Perhaps," Donatello said.

"You can't be serious Norman Osborn is already personally worth billions. The company is worth tens of billions more."

"Could be they aren't after money, rather something else. Something money can't buy."

"What," April said wide eyed.

"That's what I intended to find out, along with my brothers and friend."

"Those three are your brothers?"

"Yup," Donatello said with a chuckle. "Can't you see the family resemblance?"

"I'd hate to see your father." April joked having visibly relaxed over the past few minutes.

"Speak of the devil." Donatello said noticing Splinter entered the chamber. "April O'Neil meet our sensei Splinter." Donatello gestured towards Splinter.

"It is a pleasure to make your acquaintance Ms. O'Neil." Splinter said offering his furry hand.

"Oh my," April said fainting once more.

"Was it something I said?" Splinter said with a shrug.

"Not again," Donatello sighed picking April's limp from up off the floor.

Oscorp Headquarters, late afternoon

"How much longer Newtralizer until our problem has been, neutralized?" Norman Osborn asked the over seven foot tall hulking alien amphibian, the always menacing Dr. Octavius by his side.

"Find me the targets humans they'll die." Newtralizer who remained in his seated position crossed legged position on the floor croaked.

"I was under the impression locating them was part of your job." Norman said barely restraining his anger at the uppity alien. "You've been here a week already without success. Bluntly I see no advantage to your continue presence." If Newtralizer took offense at Norman's harsh comments he gave no outward indication. In fact he remained stoically seated.

"Sir one of our informants has spotted the targets." A male voice crackled over Norman's phone.

"Is the informant certain?" Norman said excitedly grabbing his phone.

"Yes sir, he has spotted all five of them. They are headed towards Dr. Stockman's brownstone in Brooklyn" The male voice reported.

"Splendid," Norman said.

"Now they are mine." Nextralizer rumbled deep in his throat rising from the ground. His golden eyes gleamed with sinister light.

Rooftops of NYC, night

Armed with April's information the Turtles and Spider-Man arrived at Baxter Stockman's brownstone office building. They were about to once again enter via the rooftop when the air behind them shimmered. Suddenly a large salamander type creature appeared accompanied by a flash of neon purple light.

"What in the world." Leonardo said.

"Prepare to die." Nextralizer said.

"Not tonight amphibian brain," Spider-Man said firing twin web lines at Nextralizer. To Spider-Man's shock and horror Nextralizer easily broke free of his bonds through sheer brute strength. Undeterred Spider-Man tried again. This time Nextralizer grabbed both lines with one hand and twirled Spider-Man through the air tossing him into Raphael and Donatello. "Did anyone get the number of that truck?" Spider-Man said groggily.

Leonardo and Michelangelo nodded to each other. They then circled Nextralizer. Once Michelangelo was behind the beast they struck. Nextralizer effortlessly backhanded Leonardo away while simultaneously sweeping Michelangelo off his feet. Nextralizer accomplished this by utilizing his flexible tail to grasp Michelangelo's left leg.

Having by this time recovered Donatello and Spider-Man tackled Nextralizer while Raphael delivered a pair of vicious jumping spin kicks to their foe's head. Raphael then joined the others trying to hold Nextralizer at bay. Their combined force and Raphael's kicks weren't enough. Within seconds Nextralizer had broken free violently throwing them off.

"This guy is built like a tank, and hits like one too." Michelangelo said staggering to his feet.

"Pathetic mutants," Nextralizer mocked. "I expected more of a challenge considering what I've heard of your exploits."

"Well excuse us monster man." Spider-Man said.

"I've had enough of your meaningless chatter." Nextralizer said firing a barrage of neon purple energy bolts from his wrist mounted devices.

"Hit the dirt guys!" Spider-Man warned his spider sense buzzing up a storm.

"And we've had enough of being attacked for no reason." Leonardo said tossing two throwing stars at Nextralizer before ducking. The expertly placed projectiles had their desired effect. Each impacted with Nextralizer's gauntlets shorting the devices out.

With Nextralizer momentarily distracted our heroes launched a combined attack. They charged at their tormentor mustering as much seed as time and distance would allow. Leonardo and Donatello took his legs, Raphael and Michelangelo his torso and Spider-Man is head which Spidey soon encased in a small cocoon of webbing. Pushing Nextralizer forward our heroes toppled him off the roof head first into a waiting industrial dump below, where he landed with a tremendous thud.

"Let's jet guys." Spider-Man said panting along with his fellow mutants. "I have a feeling we don't want to be here when frog face gets free."

"Good point," Leonardo said between breaths. The five swung off into the night. Spider-Man using his web lines the Turtles using their grappling hooks.

Now covered in Earth garbage Nextralizer pulled himself free of the dumpster, rending it with his claws as he did so. Slurping down Spider-Man's webbing Nextralizer's upper lip curled emitting a frightful snarl. Seldom had he been bested, nay humiliated in such a fashion. He vowed to avenge himself upon these five mutants and regain his lost honor, not matter the cost.

To Be Continued


	5. Chapter 5

Disclaimer I do not own Spider-Man or Ninja Turtles. All associated concepts are copyrighted by third parties.

All original characters and concepts are copyright Celgress.

Spider-Man: Teenage Mutant Ninja Warriors – Episode Four: The Newtralizer

By

Celgress and CMR Rosa

Rooftops of NYC, night

"What the heck was that thing?" Spider-Man said leaping from rooftop to rooftop the Turtles by his side.

"Don't know dude, but it was big and it was mean." Michelangelo said.

"Yeah and it was defiantly ticked off at us." Raphael added.

"But why, we've never seen that thing before in our lives." Leonardo said.

"I'm thinking our recent poking around for information about the deep dark secrets of Oscorp Industries has gotten some decidedly unwanted attention." Donatello said.

"I think you're right Don." Spider-Man said. "Our search has ruffled a few feathers that much is clear."

"What do we do now dudes?" Michelangelo said.

"We redouble our efforts. We now know those in charge of Oscorp are hiding something, something big, something they don't want the public at large to discover, something they'll go to any lengths including murder to keep secret." Leonardo said.

"I'm just glad they have no idea where we live." Raphael said.

"Ditto," Spider-Man added.

"I wonder." Donatello mused.

"You wonder what?" Spider-Man asked.

"How exactly our assailant tonight is connected to Baxter Stockman and his Mousers." Donatello replied.

"You mean the charming little robots that can apparently eat through almost anything?" Raphael said.

"Yup," Donatello confirmed.

"Good question, wish I had a good answer." Raphael said.

"Oh I know," Michelangelo said excitedly. "Maybe the creature we met tonight eats rubble Mousers leave behind."

"Mikey that is ridiculous!" Raphael said. "If I could reach you'd be receiving a corrective smack or two right now."

Michelangelo stuck his tongue out at Raphael. "Nah, nah you can't get me."

"Alright, I've had enough!" Raphael said about to throw a ninja star at his fun loving brother when Spider-Man, tipped off by his spider sense, warned.

"Guys looked out, something is wrong!"

A shower of neon purple laser beams cut through the night sky. Skilled and naturally gifted as the group was in the art of evasion even they couldn't avoid so many beams flying all at once. Michelangelo and Donatello were the first to be struck followed closely by Leonardo, Raphael and, finally by virtue of his built in warning sense, Spider-Man. All five heroes soon found themselves impacting with the cold, hard ground below. Luckily a series of nonconductive wires and two wooden billboards slowed their descent saving them from serious injury.

"Ouch," Spider-Man said rubbing his head.

"Now what," Leonardo grumbled.

"Pathetic mutant filth," A familiar croaking voice growled. "Did you seriously think you could escape my clutches so easily?" Newtralizer said from where he stood a few feet away his sharp teeth bore in a fearsome snarl.

"We kind of did." Raphael said back on his feet sais twirling in his hands.

"I'm curious how'd you find us again this soon?" Donatello questioned drawing forth his own weapon by Raphael's side.

"When we battled I tagged each of you with a chemical secretion my kind naturally produces, term it a type of pheromone if you will." Newtrailzer explained proudly. "Wherever you may flee I will follow."

"Yuck no thanks tall, dark and gruesome we're not interested in a date right guys?" Spider-Man joked.

"Right, you're really not our type dude." Michelangelo said picking up on Spider-Man train of humours thought.

"Insolent aberrations I'll butcher you!" Newtrailzer screeched flinging his considerable bulk at our heroes.

Newtrailzer moved deceptively fast considering his impressive size. However the Turtles and especially Spider-Man were faster. It wasn't long before Newtrailzer grew frustrated with their constant dodging and used his lasers again along with handfuls of small, yet powerful grenades. The immediate vicinity soon resembled a warzone. While ping ponging around Spider-Man took the opportunity to snap off a quick sequence of action packed photographs and a short video clip on his smart phone. J. Jonah Jameson would pay a handsome sum for footage of Spidey and the Ninja Turtles battling this latest nasty, which in turn would help his financially struggling family play Teresa's medical bills Peter thought.

"Dude is totally trashing the place." Michelangelo said narrowly avoiding an explosion.

"Mikey's right, there wouldn't be anything left of this block if we don't end things within the next few minutes." Raphael said grimly noting the smoldering blast holes and teetering, half demolished brownstones.

"I'm open to suggestions guys." Spidey said.

"Won't he ever run out of ammunition?" Leonardo said despondently. "He's been firing at us nonstop for what five minutes now with no signs of slowing down."

Spider-Man managed to spray a small bit of webbing over Newtrailzer's ugly mug which he tore free and ate in short fashion. "Son of gun loves me webbings. He's eating it up like candy." Spider-Man complained.

"Surrender mutants, I Newtrailzer shall grant you merciful deaths. Continue opposing me you shall learn the true definition of agony." Newtrailzer said finally ceasing his barrage of projectile weapons.

"Nah," Spider-Man said shaking his head the five mutants landing in front of Newtrailzer. "Let me get this straight Newtrailzer, really? What kind of goofy name is that?" Spider-Man fought back laughter.

"We never give up, never give in." Leonardo declared. "Turtles fit with honor!"

"Very well," Newtrailzer said his amber eyes narrowing dangerously. Raphael, Donatello and Leonardo simultaneously leapt at Newtrailzer their weapons drawn only to be subdued and knocked to the ground by a sonic blast from Newtrailzer's left gauntlet. "A truly unwise maneuver mutants," Newtrailzer half laughed half croaked. "Now I have you."

"Correction Newty, we've got you." Spider-Man said having latched twin, thick ropes of webbing to the badly damaged brick low raise building behind Newtrailzer Spider-Man and Michelangelo each pulled with all their might. With a loud cracking sound the building come down hard collapsing on Newtrailzer burying him under tones of brick, wood and metal. Spider-Man and Michelangelo jumped back grabbing their fallen comrades narrowly avoiding death from above.

"Is he," Leonardo asked weakly from Spider-Man's arms.

"No time to find out." Spider-Man replied hearing approaching sirens. "We better book before the boys &amp; girls in blue show up. They'll be hot to pin this mess on someone like us, guilty or not."

"You'd better spent the night with us Dude." Michelangelo reasoned huffing Raphael under one arm Donatello under the other. "Until we know it is safe. I don't think you'd want to have Newtrailzer follow you home."

"Good point, I'd rather keep Aunt May and my sister out this sort of thing." Spider-Man readily agreed.

Oscorp Headquarters three days later, morning

Norman Oscorp couldn't help but smile. Not only had that arrogant alien Newtrailzer been utterly defeated by those pesky mutants he'd also been unable to locate them since, in spite of his much vaunted biochemical markers, and a few hours ago was recalled to Dimension X by Ch'rell. Seeing the once mighty now injured creature limp back home with his tail between his legs to face Shredder's wrath filled Norman with glee. During the ensuing short exchange with Ch'rell the extra-terrestrial warlord had offered Norman the promise of no further direct assistance dealing with the mutant problem in the short term, but still demanded Norman somehow solve it before the scheduled invasion of Earth by Ch'rell and his forces early next summer. That was the fly in the ointment of Norman's life Spider-Man and the Ninja Turtles must be taken care of, but how? Frowning slightly Norman summoned his foremost scientific expert to his office. His right hand man Doctor Otto Octavius.

"Now that Newtrailzer has thoroughly proven his incompetence we can deal with the mutant problem on our own terms." Norman said steepling his fingers and leaning slightly forward making eye contact with Dr. Octavius who stood in front of Norman's desk, "any suggestions Doctor Octavius?"

Dr. Octavius considered the matter carefully for several seconds then responded. "While our Foot Soldier androids have proven less than effective against our adversaries I strongly suspect artificially enhanced beings would by far stand the best chance of matching if not surpassing these mutants enhanced biological abilities. The primary problem as I see it is our androids' AI is frankly put severely lacking in most aspects, including advanced independent problem solving."

"Interesting," Norman said. "How Doctor do you suggest we address this deficiency?"

"Simple we use our exoskeleton technology as a basis by which to create exo-battlesuits by integrating Oscorp military grade weapons with said exoskeletons then grafted the resulting constructs unto suitable individuals. The firepower of a type high end fighter drone matched with with ruthless human minds would prove a potent combination" Dr. Octavius said smiling sinisterly. "A match made in the worst nightmares of our opponents."

"Cyborgs, how ingenious," Norman said smiling himself.

"Thank you, I do try." Dr. Octavius said taking a quick bow for dramatic effect.

"Tell me Doctor how long should this process take?" Norman said after a brief pause.

"It depends on several factors." Dr. Octavius said shrugging.

"Such as," Norman said.

"Well the main stumbling block will be finding people to transformation. Once I have located appropriate subjects I should be able to affect the change within two to three weeks, perhaps less depending upon the amount of resources at my disposal." Dr. Octavius.

"Begin the search for candidates at once Doctor, we can't wait." Norman said.

"As you wish Mr. Osborn," Dr. Octavius said.

"Hold on a sec, I have to take this it would seem." Norman said noticing with annoyance the blinking light on his phone. "Yes, what is it? Can't you tell I'm busy?"

"Sorry Mr. Osborn, but the Enforcers are here. They insist on seeing you." The voice of Norman's female secretary answered.

"I'm," Norman began then stop in midsentence. He really had no need for the three mercenaries who had been bothering him seeking employment for some time now. He had strongly considered simply dismissing them out of hand. However he may have found a use for them after all. An evil smile spread over Norman's features giving him an almost demonic appearance. "Send them in. Doctor I think I may have found you're test subjects."

"Excellent," Dr. Octavius said rubbing his hands together.

Norman's secretary opened his office door showing in three men ten departed. One was dressed like a cowboy another like a mechanic. The third was considerably larger than his companions and wore a business suit. Dr. Octavius stood aside allowing the three to enter. He then assumed a position to Norman's right side behind his boss' desk.

"Welcome Mr. Montana, Mr. Jenkins and Mr. Sytsevich." Norman said reading off their names from a word document detailing their collective biography as the Enforcers he brought up on his desktop computer monitor. "I apologize it has taken such a considerable amount of time to find a project suitable to your collective talents. Tell what are your thoughts concerning cybernetic enhancements?"

Purple Dragon Club House in Brooklyn, afternoon

Hun scowled at Tombstone. The pasty faced interloper had been sitting around their clubhouse for over two weeks. In all that time Tombstone had done nothing other than eat their food, freely use their drugs, use &amp; abuse their women and generally be a nuisance.

"I thought you were going to take care of the Turtles and Spider-Man." Hun said glaring at Tombstone who sat watching TV with his feet up discarded beer cans piled around him.

"Last time I checked they were alive and kicking." Hun said. "Remind me again why exactly I'm putting up with your continued presence if my enemies remain above ground and breathing on their own."

"Don't worry Hun buddy." Tombstone said between burps. "I have the situation in hand. Everything is planed out, up here." Tombstone tapped the side of his head. "I'm awaiting the perfect moment to strike, wait until their guard is down. Trust me their good as dead."

"When," Hun said not impressed in the least by Tombstones speech.

"Hard to tell, soon I'd think." Tombstone said. "But who can tell. If you want the process sped up bring them to me."

"That wasn't part of our deal." Hun said.

"It is now," Tombstone said flipping through the sports channels with the remote control.

"Fine, I'll bring them but you had best deliver on your promise Tombstone when I do." Hun said stomping out of the recreation room.

"Don't worry about me! I always keep me word!" Tombstone shouted after Hun. "Uh a monster truck rally, hell yeah!" Tombstone turned his attention fully back towards the TV.

Technodrome somewhere in Dimension X

Silk crouched low in front of her master Ch'rell. She maintained her uncomfortable pose until Ch'rell motioned for her to stand. Once she was fully erect her master spoke down at her from atop his thrown on a raised, metallic dais.

"You have done well Silk. The inhabitants of Sitiah Alphone III will think twice next time they dare consider defying my wishes."

"I live only to serve Master Shredder." Silk said.

"I know you do. That is why I'm sending you to Earth. I do not completely trust Norman Osborn or his partner Dr. Octavius. My faith in their abilities has been shaken by their recent failures. I fear they cannot successfully deal with the foes they currently face. Once on Earth your mission will be to learn the civilian identity of one Spider-Man. Once you have accomplished such then inserting yourself into his life infiltrate his circle of friends and family. Get him to introduce you to the Ninja Turtles. Once you've gain all of their trust wait until the moment is right then end them, understand?" Shredder said.

"I do Master Shredder." Silk said.

"Our research indicates Spider-Man in his civilian identity is most likely a sixteen year old student who attends Midtown High School. We have enrolled you there under the human name Cindy Moon. We've also procured for you a house in what we suspect is Spider-Man's neighborhood of Queens New York and filled it with androids modified to appear as a human family. "Shredder stated.

"When do I depart Master Shredder?" Silk said.

"At once," Shredder said. "Proceed to tactical command there Lt.-General Granitor will have all material required for your mission prepared along with additional instructions."

"Very well, I shall not fail Master Shredder." Silk said turning on her heels she departed the chamber.

Shredder sat silently upon his throne contemplating his decision. Returning Silk to Earth her planet of origin, was not without risk. There was always the chance being in familiar surroundings could undo some, perhaps under certain circumstances all, of the mental conditioning he'd put her through. Although Silk was nothing more or less than another salve Shredder would rather not lose her services at least until Earth was subjugated firmly establishing his foothold in the Milky Way Galaxy.

Once he at last had a forward base in his dimension of origin he'd pay back the self-righteous, short-sightedness of his people the Utroms a thousand fold. It was because of them he'd been banished to Dimension X. They thought it would be a punishment. That it would end his career as a conqueror. They were sadly mistaken. The fools would soon realize no one could truly stop him. His cleverness and ambitions knew no bounds. He'd sweep away the impotent, self-important Utrom Council and then the universe would fear his name. All would be beneath his heel. He was Ch'rell the one true Shredder destined to be the master of all! The master of the very universe itself!

To Be Continued


End file.
